§31D-14-1434. Election to Purchase in Lieu of Dissolution
(a) In a proceeding under subdivision (2), section one thousand four hundred thirty of this article to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect, or if […]
§31D-14-1440. Deposit With State Treasurer
§31D-14-1440. Deposit with State Treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them are to be reduced to cash and deposited with the State Treasurer or other appropriate state official for safekeeping. When […]
§31D-15-1501. Authority to Transact Business and Jurisdiction Over Foreign Corporations
(a) A foreign corporation may not conduct affairs in this state until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute conducting affairs within the meaning of subsection (a) of this section: (1) Maintaining, defending or settling any proceeding;
§31D-15-1502. Consequences of Transacting Business Without Authority
(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any circuit court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of […]
§31D-14-1420. Grounds for Administrative Dissolution
(a) The Secretary of State may commence a proceeding under 31D-14-1421 of this code to administratively dissolve a corporation if: (1) The corporation does not pay within 60 days after they are due any fees, franchise taxes, or penalties imposed by this chapter or other law;
§31D-14-1421. Procedure for and Effect of Administrative Dissolution
(a) If the Secretary of State determines that one or more grounds exist under section one thousand four hundred twenty of this article for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination pursuant to section five hundred four, article five of this chapter. (b) If […]
§31D-14-1405. Effect of Dissolution
(a) A dissolved corporation continues its corporate existence but may not carry on any business except those appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets;
§31D-14-1406. Known Claims Against Dissolved Corporation
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim;
§31D-14-1407. Unknown Claims Against Dissolved Corporation
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or if the corporation […]
§31D-13-1331. Court Costs and Counsel Fees
(a) The court in an appraisal proceeding commenced under section one thousand three hundred thirty of this article shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all […]